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To 8 S R & Co. LLP Chartered Accountants Building No.10, 8th Floor, Tower-8 DLF Cyber City, Phase - II Gurugram - 122 002, India Board of Directors of Spice Mobility Limited Telephone: + 91 124 7191000 Fax: + 91 124 235 8613 We ha ve audited th e an nu al consol ida ted fin anc ia l results of Spi ce Mobility Limit ed ("t he Company") for th e year e nd ed 3 1 March 20 18 attached herew ith, be ing submitted by the Company pursuant to t he requireme nt of Regulation 33 of the Securities a nd Exc han ge Boa rd of ln dia(Listing Obli ga ti ons and Disclosure Requirements) Reg ul a ti ons, 201 5 (' Li sti ng Regulations'). Attention is drawn to the fa ct th at th e fi gures for th e qua rt er e nd ed 3 1 March 20 18 and th e correspo nding qum1er ended in th e previous year as reported in th ese consolidated financial results are th e ba la nc in g fi gures between consol id ated audited fi gures in respec t of th e full fin anc ial year a nd the pub li shed year to elate conso lid ated fi gures upto th e e nd of the third qu arter of th e relevant financial yea r. Also th e fi g ures up to the end of th e third qua rter had o nl y been reviewed and not subjected to aud it. These conso li dated annual financial res ult s have be en prepared from conso li dated annual financial statements a nd reviewed quarterly conso li dated financial results upto the end of the third quarter which are th e responsibility of the Company 's manage ment. Our responsibility is to ex press an opinion on these consolidated financial results based on our audit of such consolidated ann ual financial stateme nt s, whi ch have been prepared in accorda nce w ith th e recognition and measureme nt princ iples laid down in the Companies (Indian Acco unting Standards) Ru les, 20 15 as per Secti on 133 of the Companies Act, 20 13 a nd other accounting pri nciples ge nerally accepted in Indi a and in co mpli ance with Regulation 33 o f th e List in g Reg ul a ti ons. We conducted our audit in accordance with th e aud iting stand a rd s ge ne ra ll y accepted in Ind ia. Those standa rd s require that we plan and pe rf orm th e audit to obta in reasonab le assurance about whether th e finan cia l re sults are fr ee of mate ri al mi sstateme nt (s). An audit in cludes exa minin g, on a test basis, evidence suppo rt in g the amo unt s di sclosed as fina ncial results. An aud it also incl udes assessing the accounting princ ipl es used a nd significant est imates made by managemen t. We bel ieve that our aud it prov id es a reasonab le basis for o ur opinion. The comparati ve finan c ial res ult s o f th e Company fo r th e yea r e nd ed 3 1 March 201 7, in c lu ded in th ese conso li dated fin ancial results ha ve been prepared fr om annual conso lid ated financia l stateme nts audi ted by th e predecessor auditor (v id e their unm od ifi ed aud it re po rt of 19 Ma y 20 17). We did not aud it th e linancial stateme nt s of 15 subsidiaries in c lud ed in th e consolidated an n ua l fin ancial res ult s, whose annua l financial stateme nt s re ll ect to tal as se ts of Rs. 15,600 lacs as nt 31 Ma rch 20 18 as we ll as th e tota l reve nue of Rs. 15.4 14 fo r th e yea r e nd ed 3 1 Ma rch 2018. The consolidated financia l resu lt s also inc lu de th e Group·s share of loss (and o th er comprehensive income) of Rs. (12) lacs fo r the year ended 3 1 Ma rch 20 18 in re s pec t or I assoc iate. These a nnu al finan cial sta tements and ot her fi nancia l in fo rm a ti on ha ve been aud it ed by o th er auditors whose repo rt s have been furnished to us. and ou r opini on on th e annual fin anc ial res ult s. to th e ex te nt th ey have been de ri ve d fr om such a nnu al finan cial stateme nt s is ba sed solely on th e report of such oth er auditors. O ur opinion is n ot modified in respec t or thi s mat te r. B SA & Co. Ia partnership wi th Regislration No. BA612231 converted into B S A & Co. LLP Ia Limited Liability Partnership with LLP Registration No. AAB-81811 w i th effect from October 14, 2013 ·- '3 Registered Office: 5th Floor, Lodha Excelus Apollo Mills Compound N.M. Joshi Marg. Mahalakshmi Mumbai - 400 011

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Page 1: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

To

8 S R & Co. LLP Chartered Accountants

Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase - II Gurugram - 122 002, India

Board of Directors of Spice Mobility Limited

Telephone: + 91 124 7191000 Fax: + 91 124 235 8613

We have audited the an nual consolidated financia l results of Spice Mobility Limited ("the Company") for the year ended 3 1 March 20 18 attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of lndia(Listing Obligations and Disclosure Requirements) Regulations, 201 5 (' Listing Regulations'). Attention is drawn to the fact that the figures for the quarter ended 3 1 March 20 18 and the corresponding qum1er ended in the previous year as reported in these consolidated financial results are the ba lancing figures between consol idated audited fi gures in respect of the full financial year and the published year to elate consolidated fi gures upto the end of the third quarter of the relevant financial year. Also the fi gures up to the end of the third quarter had only been reviewed and not subjected to aud it.

These consolidated annual financia l results have been prepared from conso lidated annual financia l statements and rev iewed quarterly conso lidated financial results upto the end of the third quarter which are the responsibility of the Company's manage ment. Our responsibility is to express an opinion on these consolidated financial results based on our audit of such consolidated ann ual financial statements, which have been prepared in accorda nce with the recognition and measurement princ iples laid down in the Companies (Indian Acco unting Standards) Ru les, 20 15 as per Section 133 of the Companies Act, 20 13 and other accounting pri nc iples generally accepted in India and in compli ance with Regulation 33 o f the List ing Regul ations.

We conducted ou r audit in accordance with the aud iting standards generally accepted in Ind ia. Those standards require that we plan and perform the audit to obtain reasonab le assurance about whether the financia l results are free o f material mi sstatement(s). An audit includes examining, on a test bas is, ev idence support ing the amounts di sclosed as fina ncial results. An aud it also incl udes assessing the accounting principles used and significant estimates made by managemen t. We bel ieve that our aud it provides a reasonable basis for our opinion.

The comparati ve financial results o f the Company for the yea r ended 3 1 March 201 7, included in these consolidated financial results have been prepared from annual consolidated financia l statements audi ted by the predecessor auditor (vide their unmod ified aud it report o f 19 May 20 17).

We did not aud it the linancial statements of 15 subsidiaries included in the consolidated annua l financial res ults, whose annua l financial statements re llect total assets o f Rs. 15,600 lacs as nt 3 1 March 20 18 as we ll as the tota l revenue of Rs. 15.4 14 for the year ended 3 1 Ma rch 2018. The consolidated financia l resu lts also inc lude the Group·s share of loss (and other comprehensive income) of Rs. (12) lacs for the year ended 3 1 March 20 18 in respect or I assoc iate. These annual financial sta tements and other fi nancia l in formati on have been aud ited by other auditors whose reports have been furnished to us. and our opinion on the annual financial results. to the extent they have been deri ved from such annual financia l statements is based sole ly on the report of such other auditors. Our opinion is not modified in respect or this mat ter.

B SA & Co. Ia partnership f~rm with Regislration No. BA612231 converted into B S A & Co. LLP Ia Limited Liability Partnership with LLP Registration No. AAB-81811 w ith effect from October 14, 2013

·- '3 Registered Office: 5th Floor, Lodha Excelus Apollo Mills Compound N.M. Joshi Marg. Mahalakshmi Mumbai - 400 011

Page 2: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

B S R & Co. LLP

We did not audit the financial statements of 13 subsidiaries included in the con sol ida ted annual financial results, whose annual financial statements refl ect total assets of Rs. 9,997 lacs as at 3 1 March 2018 as well as the total revenue of Rs. 6,853 lacs for the year ended 3 1 March 2018. The consolidated financia l results also include the Group 's share of net loss (and other comprehensive income) of Rs. (67) lacs for the year ended 3 1 March 20 18 in respect of I assoc iate and I joint venture. These annual financial statements and other financial information have been certified by the management, and our conclusion on the conso lidated financial results, in so far as it re lates to the amounts and di sclosures included in respect of these subs idiaries, associates and joint venture, is based sole ly on such financia l results certifi ed by the management. In our view and according to the information and explanations given to us by the management, these financial results are not material to the Group. Our opinion is not modified in respect of this matter.

In our opinion and to the best of our information and accord ing to the explanati ons given to us and based on consideration of reports of other auditors on separate fi nancial statements and on other information of the subsidiaries, associates and joint ventures as aforesaid, these consolidated ann ual financial results:

(i) include the annual financial results of the following entities as mentioned in Annexure I;

(ii ) have been presented in accordance with the requirements of Regu lation 33 of the Listing Regu lati ons in this regard ; and

(iii ) give a true and fair view of the consolidated net loss and other comprehensive income and other financial informati on for the year ended 31 March 2018.

Pl ace : Noida Date: 17 May 2018

2

For 13 S R & Co. LLP Chartered Accountants Firm registration No. : I 0 1248W/W-I 00022

~d.--Vikram Advani Partner Membership No.: 09 1765

Page 3: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

B S R & Co. LLP

Annexure I

List of Subsidiaries, associates and joint venture:

-- -S.No Name of Subsidiaries and step down subsidiaries -

J Spice Digital Limited --·

2 Hindustan Retail Private Limited --

3 Kimaan Exports Pri vate Limited

4 S Mob il ity (HK) Limited -- -

5 Omniventures Private Lim ited (till 12 February 20 18) ~ --- -

6 Spice lOT Solutions Private Lim ited ~

7 Mobisoc Technology Private Limited

8 Sp ice Labs Private Limi ted

9 Spice Digital Bangladesh Limited -10 S Global Services Pte. Ltd

1--New Spi ce Sa les & Solutions Private Limited

-II -12 Cel lucom Retail India Private Limited

13 Spice Onli ne Private Limited (till 12 f ebruary 20 18)

14 I lots pot Sales & Solutions Pri vate Limited (ITIIT2 February 20 18)

15 Beoworld SON. BHD

16 PT Spice Digital Indones ia

17 Omnia Pte. Ltd. r- -

1 s S Mobili ty Pte. Ltd -- --- -- -- - -

19 Spice V /\S (I\ fri ca) Pte. Ltd.

20 Spice Digital Nigeria Limited ~

21 Spi ce VAS Kenya Limited

22 Spice V /\S Uganda Lim ited -·

Spice VAS Ghana Limited 23

24 Spict: V /\S Zambia Limited -

25 Spice VAS Tanzania Limi ted -

26 Spice VAS South Afri ca Pty Limited --·· -

27 Spi ce VAS ROC Limited -- -

28 Spice (Mauritius) Pvt. Limited ~-

29 Spice Digital FZCO --30 Luharia Technologies India Limited (w.e.f 0 I January 20 18)

- --- -

S.No Name of associates

I Creative Functionapps Lab Pri va te l. imi ted -

2 Sunstone Learning Private l.im ited

S.No Nn mc of .Joint venture -I 1\dgyde Solutions Private Limited

-- ·-·- - - ----

3

Page 4: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

SPICE MODI LilY LIMITED Rfid. Office : 622, 61h Floor, DLF Tower A, Jasola Distt. Centre, New Delhi -I 10025

Email ld: [email protected],in, Web.dlr: llww.spicemobiliry.in Tel: +91 I I 41251965, CIN No- L72900DL1986PLC330J69

Audited Consolidated Finan sial Rtsults for the auarttr and nar ended Marth J 1. 2018

STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FORT H E Q UARTER AND YEAR ENDED MARCH 31, 2018 SI.No. Particulars

J months ended

31.03.2018 31.12.1017

(Audited) (Un• udited) Rerer Note 7

I Income Revenue from Operations 7 700.76 6110.16 Other Income 6 1039 180.09 Total Income 8.311.15 6 690.25

2 EIDtOSfS:

Purchase of traded goods 856.61 490.83 (Increase) I Decrease in inventories of traded goods 26.67 75.71 Connectivity and Content cost 2 311.68 2605.18 Employee benefits expense I 886.69 1792.11 Other expenses 1 871.07 2 049.20 Depreciation and Amortization expense 423.97 42 1.96 Finance costs 48.77 53.63 TotaluPtnS<5 7 425.46 7 489.06

3 Profit I Loss btfore nceptional items and tax 885.69 798.81

4 Share in Profit/ Lon of Associatts and Joint Venture 64.13 3.98

5 Exceotional items · Impairment in the value of Long Term Investment 104.08 · Provision for bank liability payout of discontinued opeanions 600.00 · Loss on sale of lnvestment Property 380.00 - lmpainnent of goodwill of subsidiary 104.34 · Provision of doubtful Loans, advances and receivables of discontinued operations (Refer noteS) 5,280.21 · Provision for demand raised by tax authorities

6 Profit/ Lou before tax 4.563.13 1.887.13

7 Tu.uoense: 365.80 U5.48

8 Profit I Loss) for thenar from Cootinuin2 Ooerations 4.928.93 (1.861.65

9 Profit J Lo.ssl before tax from Discontinued OIM'rations (Refer note 5 5 687.72 1,230.68

10 Tax expenses from Discontinued Operations 0.14 27.65

II ProfiV: Loss aftu tax from Discontinued Ooerations Rdernole5) 5 687.86 I 03.03

u Profit/ Loss afler tax 758.93 3064.68

13 Other Comprehensive Income. from continuina. opera lions Items that Ywill not be reclassified to Profit or Loss 13.66 Items that will be reclassified to Profit or Loss 247.59 135. 13 Income Tax relarin2 to items that Ywill not be reclassified to Profit or Loss 4.49

14 Other Comorehensive lntome from discontinued operations Items that will not be reclassified to Profit or Loss Items that \'Will be reclassified to Profit or Loss

15 Total Compreheruive Income for the period/ yur (Comprising Profit /(Loss) and Other 1,015.69 (3,199.81) Comprehensive Income for the periodJ year)

16 Profit/ Loss for the n ar 758.93 3064.68 Attributableto:Eouitv holders of the Parent 438.16 2118.74 Attributableto:Non-Control lillglnterests 320 .77 145.94

17 Total comorehemive income fo r the y,ar I 0 15.69 3 199.81 Attributable to:Eouitv holders of the Parent 69033 2 728.90 Attributable to: Non .Controlling Interests 325.36 470 .91

18 Paid up Equity Share Capital Face value of Rs.J/ .. each 6 0 12.49 6 038.23

19 Other Equity

20 Earning• Per Sh are (in IU.) (Continuing operatio05) (or IU. J/- eo< h) (Not Annualiud)

(a)Bui< 2.31 0.58 b) Diluted 2.31 0.58

21 Earning• Por Sh are (in IU.) (Distontinued operation) (of IU. 3/- eath) (Nor Annualized)

(a) Bui< 2.50 0.53 bl Diluted 2.50 (0.53)

22 Eaminx• Per Share (in IU.) (or Rs. 3/- eat h) (Not Annualiud) (a)B.,i< 0.19 1.11 bl Diluted 0.19 (1.11

fR•. In Lakh•

Comolidat~

Yurmdcd

31.03.2017 31.03.2018 31.03.2017

(Audited) (Audited) (Audited) Reftr Note 7

6 932.41 28 012.48 21 811.94 721.98 I 321.10 2 988.3 1

7 658.43 29 73.98 18,840.15

883. 19 3 240.69 3 175.09 52.44 229.31 150.14

2 116.40 9 727.30 8 780.51 I 309.88 6 791.1 6 5 396.49

2 020.98 7497.93 7 08831 509.66 I 697. 16 2 020.0 1

5.10 205.37 27.37 6 792.77 29.388.96 26,337.64

865.66 14.98 2.502.61

1.40 78.60 45.20

30 .00 104.08 8 12.09 600.00 380.00 104.34

5,280.21 277.60

834.16 6.839.81 I 645.32

350.oJ 805.94 I 023.50

484.15 7 645.75 621.82

(8B.96 3 148.14 _(4473.93

0.00 (27.80 (2. 16

823.96 3 176.04 4 47 1.7

339.71 4 469.7 1 3,849.95

0.78 13.66 0.78 252.61 122.21 666.09

1.12 4.49 1.12

2033 20.33 1.8 1 1.81

(568.32) (4,338.33) (4 ,492.00)

339.71 4 469.71 3,849.95) 190.98 3 574.92 3 168.57) 148.73 894.79 28 1.38

568.32 4,338.33 4 492.00 241.56 3 421.33 4 008.66 326.76 91100 483.34

5 420.43 6 052.49 5 420.43

2 1 636.88 22 481.81

0.28 2.96 0.39 0.28 2.96 0.39

0.36 1.)9 1.96 (0.36) 1.)9 (1.96)

0.08 1.5 1.5 0.08 1.57 1.5

Page 5: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

' ~EGMENTWI~E REVEN!1~ R~!1LTS1 A~ETS AND LIABILITIES l.!NDER RE!;I!iLATIQjll 33 OF~EBI (LIF ING QBLIGATIOii~ AND DI~~LO~l.!RE REQ!11REME~l RE!:£!1LATIONS, ~

Rs. ln Lakhs SI.No. Par1irulars Consolidaltd

J months ended Vurtndtd

31.03.2018 31.1!.2017 31.03.2017 31.03.2018 31.03.2017

(Audittd) (Unoudited) (Audited) (Audited) (Audittd) RtJtr Note 1 Rtftr Note 1

I S.&ment Revenue (Net):

Revenue from repoctable segments 10.098.94 14.m.J4 19,59U7 61 ,587.09 89,064.62 Less : Discontinued Ooeralion 2,398.18 8,02 1.18 12,659.12 33,534.61 63,212.68 Services 7 700.76 6,510.16 6,932.4S 28 OS2.48 2S,8SI.94

2 Su.ment Results ·Profit/ loss bdo~ tu and lnttrest: Services 789.09 (l l7.67 480.94 100.38 1,181.44 Less: Finance costs (48.77 (l3.63) 5.10 20$.)7 27.37) Less : Olher unallocable exoense net of unallocable income (5,303.45 (1 .27S.83 358.42 6,734.82 491.2l Total Profill (Loss before Tax 4,563.13 (1,887.13 834.26 6,839.81 1,64S.Jl Profilll..oss from Discontinued Ooeration s 687.71 (1,230.68 823.96 3,148.24 4 473.93 Profiii(Loss) before tax including Disoontinutd Ooeration 1,124.59 (3,117.81 IOJO (3 691.S7 (2,828.61

J S.cmrnt Assets: SeMces 20,714.60 18,929.09 20,26J.l9 20.714.60 20,263.l9 Discontinued Operation 1,161.48 7,376.42 11 ,896.92 1,161.48 11 ,896.92 Unalloca~ed 22,331.20 21,149.79 22,l38.15 22,33 1.20 22,538.1l Total 44 07.28 474SSJO 54698.66 44 07.28 S4 698.66

4 Sttmtnl Uabilitits: Services 10.008.78 8,883.48 8,654.92 10.008.78 8,654.92 Discontinued Operation 969.00 12,957.70 17,818.76 969.00 17,818.76 Unallocaled 4,220.24 J,918.l3 1,165.46 4,220.24 1,165.46 Total IS 198.02 15 1S9.11 27 639.14 IS 198.02 27 639.14

Notts:

I The above results were reviewed by the Audit Committee and approved by the Board of Directors in their meetings held on May 16, 2018 and May 17,2018 respectively. The results have been subjected to audit by the stalutory auditors. The financial results are in acoordance with the Indian Aecounting Standards ("!NO AS") as prescribed under Secrion 133 of Companies Act, 2013 read with the relevant Rules thereunder.

2 The Consolidattd Financial results for the quarter and year ended on March l I, 2018 represents consolidated results of the Company, rts Subsidiaries, Joint Venture and Associates of Subsidiaries.

J Revenue from operations incl udes Rs. l 580 Lakhs, from a long term contract entered into by a seep down subsidlasy of the Company and realisations are linked to achieo.-ement of certain milestones.

4 The paid up equity share capital of the Company is Rs. 6,836 lakhs. However, talcing a conseMtive interpretation of "lnd AS 32", the paid up equity share capital had been rtduced by Rs. 783 lalchs (31 Dec 2017- Rs. 797lalchs) being the face valueof 26,114,193 (31 Dec 2017- 26,589,709) equity shares ofRs. l l· each held by two trusts viz. Independent Non Promoter Trust and lndeoendent Non Promoter (Spice Employee Benefit) Trust . Outing the quarter, the Independent Non Promoter (Spice Employee Benefit) Trust has sold 475,5 16 equity shares resulting in increase of equity of the Company by Rs 14 lalchs.

S The Board of Directors of the Company, in its meeting held on December 22, 2017 had approved the sale of entire stake in Ornni\'entures ~ Ud(OVPL). a Yollol!y owned subsidiary of the Company, subsequently, the shoreholdeB of the Company have also approved the same through postal ballot Consequent to sale of stake in OVPL, OVPL and its subsidiary companies i.e. Spice Online ~- Limited and Hotspot Sales & Solurions Private Limited have ceased to be the subsidiaries of the Company with eiTect from February 13, 2018. Punuant to the abo\-e, the gain resulting from Loss of Control of the abo'-e subsidiaries amounting to Rs.5,624 lalchs has been shown as part ofProfiii(Loss) from Disoontinued Operalions Yottile the provision for the loans/receivables from the Discontinued Business amounting toRs . .S,280 lakhs has been shown under Exceptional hems.

6 Key Standalone Financial Information is given below: (Rs. In Lakhs) Particulan 3 months mded Year rndtd

31.03.2018 31.12.2017 31.03.2017 31.03.2018 JI.OJ.l017 (Audited) (Unoudited) (Audittd) (Audittd) (Audited)

Reftr Note 7 Reftr Note 7

Net Sales I Revenue from Operations 32.70 ll.472.24 Profill(l..oss) before tax 1,367.85 _(932.32 (6,217.79 _(366.83 8,763.74 Net Profiii(Loss)after tax 1,367.8l 932.32 6,217.79 366.83 8,750.40

1 The figures for the Quarter are the balance 6gures betv.-een audited figures for the full financial and published year to date figures up to the third quarter of the relevant fanancial year.

8 Tax expense includes provisions for current income taxes, deferred taxes and income I&X adjustments for earlier years.

9 Previous period's figures ha\-e been regrouped and/or recasted. wherever considered necessary to conform to the cwnnt period presentation.

Dated: May 17,2018 Place : Noida

8)' order or I he Board Spice Mobility Limiled

~~. ~:z::!i

Page 6: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

"' Sta tement of Assets And Liabilities ( Rs in Lakhs )

S.No. Particulars Consolidated As at As at

31.03.2018 31.03.2017 (Audited) (Audited)

A Assets

I Non Current assets (a) Property, plant and equipment 4,906.25 5,287.44 (b) Capital work in progress 41 .83 473.92 (c) Investment JJroperty 1,776.91 4,348.03 (d)Goodwill 5,494.52 5;201.55 (e) Other intangible assets I ,052.43 708. 11 (f) Intangible assets under development 712.38 468.75 (g) Investment in an associates and a joint venture 132.37 267.73 h) Financial assets

(i) Non current investments 1,429.91 92.27 (ii)Long term loans and advances 430.97 370.57 (iii) Other financial assets 9. 19 748.2 1

(i) Deferred tax assets (Net) I ,526.54 1,397.57

l(i) Other non current assets 163.48 120.88 (k) Non current tax assets 5, 114.96 4,165.81 Total Non-Current Assets 22,791.74 23,650.84

2 C urrent Assets a) Inventories 5.53 234.89

b) Financial assets (i) Investments 232.82 .633.03 (ii) Trade receivables 3,688.53 5,391 .99 (iii) Cash and cash equivalent 5,219.25 5,112.50

(iv) Bank balance other than (iii) above 3, 127. 19 2,436.96 (v) Current loans and advances 438.55 291 .64 vi) Other fi nancial assets 6,562.58 3,881.70

(c) Other current assets 979.61 1,168. 19 (d) Assets of a discontinued business (Refer note 6) 1, 161.48 11 ,896.92

Total Current Assets 21,415.54 31,047.82

Total Assets 44,207.28 54,698.66

B EQUITY AND LIABILITIES

I Eguit)' (a) Equity share capita l 6,052.49 5,420.43 (b) Other equity 21,636.88 22,48 1.81

Eq uity attributable to holders of the parent 27,689.37 27,902.24

Non controlling interests 1,319.88 (842.72) Total Equity 29,009.25 27,059.52

2 Non Current Liabilities (a) Financial liabilities

(i) Borrowing I ,237.67 -(ii) Other financial liabilities 43.38 142.81

(b) Provisions 597.71 460.30 (c) Deferred tax liabilities 4.72 10.90 (d) Other non current liabilities 38.56 45.04

Total Non-C urrent Liabilities 1,922.04 659.05

3 Current Liabilities a) Financial liabi lities

(i) Short term borrowings 2, 142.91 61 1.28 (ii) Trade and other payables 5,141.72 3,852.38 (iii) Other financial liabilities I ,098.80 1,094.96

b) Other current liabilities 2,973.82 3,429.63

(c) Short term provisions 738.38 109.02 (d) Current tax liabil ities (Net) 211 .36 64.06

(e) Liabilities of a discontinued business (Refer note 6) 969.00 17,818.76

Total Current Lia bilities 13,275.99 26,980.09

Total EQUITY AND LIABILITIES 44,207.28 54,698.66

Page 7: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

B S R & Co. LLP Chartered Accountants

Building No.1 0, 8th Floor, Tower-B DLF Cyber City, Phase- II Gurugram- 122 002, India

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF SPICE MOBILITY LIMITED

Telephone: + 91 124 719 1000 Fax: + 91 124 235 8613

We have audited the accompanyi ng annual standalone financial results of Spice Mobility Limited ('the Company ' ) for the year ended 3 1 March 2018, attached herew ith, be ing submi tted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of Ind ia (L isting Obi igations and Disclosure Requirements) Regulations, 20 15 ('Listing Regulations'). Attention is drawn to the fact that the figures for the quarter ended 3 1 March 20 18 and the corresponding quarter ended in the previous year as reported in these standalone financial results are the balancing figures between audited figures in respect of the full financial year and the published year to date figu res upto the end of the third quarter of the re levant financial year. Al so the figures up to the end of the third quarter had on ly been reviewed and not subjected to audit.

These standalone financial results have been prepared on the basis of the an nual standalone financia l statements and reviewed quarterly financial results upto the end of the third quarter which are the responsibi I ity of the Company's management. Our responsibility is to express an opinion on these standalone financial results based on our audit o f the an nual stand alone financia l statements which have been prepared in accordance wi th the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 20 15 as per Section 133 o f the Companies Act, 2013 and other accou nting principles ge nerally accepted in India and in com pi iance wi th Regulation 33 of the Listing Regulations.

The comparative financ ial results of the Company for the quarter and year ended 3 1 March 20 17, included in these standalone financ ia l results have been prepared from annual standalone financ ia l statements aud ited by the predecessor auditor (vide the ir unm odified aud it report of 19 May 20 17).

We conducted our audit in accordance with the aud iting standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable ass urance about whether the financ ial results are free of material misstatement(s). An audit inc ludes examining, on a test basis, evidence supporting the amounts di sc losed as financ ia l results. An audit also includes assessing the accounting principles used and significant estimates made by management. We bel ieve that our aud it prov ides a reasonable bas is for our opinion.

In our opinion and to the best of our in format ion and according to the explanations given to us. these standalone fi nancia I results:

(i) are presented in accord ance wit h the req uirements or Regulation 33 of the Listi ng Regulat ions in thi s rega rd: and

B S R & Co. (a partnership fi rm with Registrat ion No. BA61223) converted into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor. Lodha Excelus Apollo Mills Compound N.M. Joshi Marg, M ahalakshmi Mumbai - 400 01 1

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8 S R & Co. LLP

(ii) give a true and fair view of the net loss and other comprehensive income and other financial information for the year ended 31 March 20 18.

Place: Noida Date: 17 May 20 18

2

For BS R & Co. LLP Chartered Accountants Finn registrat ion No.: 101248W/W- 100022

Vikram Advani Partner Membership No.: 091765

- ( D·-

Page 9: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

I SI.No.

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3

4

6

7

8

9

10

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Notes:

SPICE MOBILITY LIMITED Regd. Office : 622, 6th Flo or, OLF Tower A, Jasola Oistt. Centre, New Delhi · 110025

Email ld: [email protected] , Websit e: www.spicemobilit y.in Tel: +91 11 41251 965, CIN No . L72900DL 1986PLC330369

STATEMENT F STANDA NEA DITFD FINA"'"IA RESUL T FOR THE (fUARTER AND YFAR FNDFD MAR Particulars Stan dalone

3 months ended

.03.2018 31.1'.2017 1.0 ' · ' 017 (Au dited) (Unaud ited) (Aud ited)

Refer n ote 6 I Refer note 6 Income from Operations

a.Revenue from operations 3 2.70

b. Other Income 133.91 180.38 483.11 otallncome from Ooera tions net 133.• 1 180.38 515.81

IExoenses a. P\J rchase of stock-in-trade 22.78 b. (lncrease)/Oecrease in inventories of traded goods 54.17

c. Emolovee benefits exoense 65.86 60.27 75.82 d. Fair value loss of the inve stment in eauitv e. Other e xoenses 303.86 321.63 202.45 I. Oeoreciation and amortisalion e xoense 10 8.97 123.22 135.58

. Finance cost 1.25 4.01 3 .36 Total Exoenses 479.94 509.13 440 .,

ProfiU(Loss) before exceptional item s ( 1-2} (346.03) (328.75) 67. 21

xceotional ltems - Reversal of provision I (Provision) for diminution in lhe value of investments · Provision for doubtful loans, debts and advance of subsidiary (0.00) 376.44 3,350 00 comoanies - Profit on sale of shares to subsidiaN comoanv 1 713.68 - Loss on sale of Investment Prooertv 380.00 • Provision for bank liabilitv o avout o f a subsidia"' comoanies 600 .00 • Reversal of provision I (Provision) for doubtful debt s and advances 2,935.00

Profit I Loss before Tax 1 36 .85 932.3'1 017.79

Tax expense/ ( credit) Cu rrent t ax adjustment of earlier year

urrent tax ad·ustment o f earlier vear

Loss fo r the o eriod/vear 1 367.85 932 .32 Is 217.79

the r Comorehensive Income Items tha t wm not be reclassified to orofit or loss 2.87 3 .19

Total Compreh en sive Income for t he period {Comprising (loss) 1,370.72 (932.32) (6,214.60) l• n rl ntho ' · , lncnmn ln ,.ho nnnnrll

Paid uo Eouitv Sharo Caoita l Face value of R•. J. each 6 052.49 6038.23 5 420.43

Earnings Per Share (in Rs.) (of R s. 3/· each) (not annuallsed)

(a) Basic 0.60 (0.41) (2.73)

bl Dilut ed 0.60 io.41 i2.1Ji

I I>• In I ,khs1

H 31 '"'"

Year ended

1 n1.'n1 11 03.2017 (Audited) (Aud it ed)

15,472.24

778.50 1 617.72 778.50 17 . 089.~

15 165. 19 0 .20 1.71

269.03 268 35

1 177.0 4 1 248.31 494.32 696.75

1 .6 19.46 1 0<:1 ' 17 99.77

(1,174.72) (309.81)

(2,631.07)

74.01 3,350.00

1 713.88 380.00 60000

7.735 00

13Ss:831 8T63.74

13.34

366.83 . 18.750.40

2.8 7 3. 19

(363.96) (8,747.21)

6 052 49 5 420.43

(0. 16) io.16

(3 84) i384

The above results were reviewed by the Audit Committee and approved by the Board o f Directors in their meetings held on May 16, 2018 and May 17, 2018 resp ectively. The results have been subjected to audtt by the statutory auditors. The financial results are in accord ance with the lndtan Accounting Standards ("IND AS") as prescribed under Section 133 of Companies Act, 2013 read with the relevant Rules thereunder.

Though in the curre nt quarter and year to date results, the Comp any h as n ot recorded any revenue from "Mobile Devices Business", lhe Company's busin ess activities f all within a single operating segment viz . "Mobile Devices Business· and accordingly the d isclosure requirement of Indian Accoun ting Standard (lnd AS- 10 8} 'Operating Segments ' p rescribed under Section 133 of the Comp anies Act, 2013 read with the relevan t Rules issued thereunder is not applicable.

The paid up equity share capital of the Co mpany is Rs. 6,8 36 lakh s. However. taking a con servati 11e in terpret ation of "lnd AS 32", the paid up equity share cap ital had be en •educed b y Rs. 783 lakh s (31 Dec 2017. R s. 797 1akhs) being the face value of 26,114,193 (31 Dec 2017 • 26,589,709) equity shares o f Rs. 3/- each held by two trusts viz. Independent Non Promoter Trust and Independent Non Promoter (Spice Employee Benefit) Tn.tst During th e quarter, the Independent Non Promoter {Spice Employee Benefit) Trust h as sold 475,516 equity shares re sulting in increase of equity of the Company by R s. 14 1akhs.

The Bo ard of Directors of the Company, in tiS meeting held on December 22, 2017 had approved the sale of entire stake in Omniventures Pvt Ltd.(OVPL}, a wholly owned substdtary of the Company. subsequently, the shareholders of the Company have also approved the same through postal ballot Consequent to sale of stake 1n OVPL. OVPL and its subsidiary companies i.e. Spice Online Pvt limited and Hot spot Sales & Solullons Private Um1ted have ceased to be the subs1d1aries of the Company with effect from February 13, 2018

Previous p eriod's fig ures have been regrouped and/or recast wherever considered necessary to confirm to the current period presentatJon.

The ftgures for the Quarter are the balance figures between aud•ted figures for the full financial and published year to d ate figures up to the third

quarter of the relevant financial year

Dated : Mav 17. 2018 Place : Nolda

I)

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STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Lakhs)

SNo. Pa rticulars As at As at 31.03.2018 31.03.2017

(Audited) (Audited)

A ASSETS

Non- cu r rent assets Property, plant and equipment 1,132.78 1,550.46

Investment Property 1,152.23 3,846.95

Other Intangible Assets 7.24 17.91

Financial Assets Investments 7 237.56 897.88 Loans 88.74 77.76

Income tax assets (net) 1,o70.21 979.77

Other non-current assets 49. 19 34.66

Tota l Non-current assets 10,737.95 7,405.39

Current assets Inventories . 0.20

Financia l Assets Trade Receivables . 309.56

Cash and Cash equivalents 1,098.75 170.46

Bank balance other than above 228.70 395.62

Loans 125.76 102.69

Other Financial Assets 119.29 203 .16

Other Current assets 129.03 116.27

Asset class ifi ed as held for sale . 4,562.12

Total Current Assets 1,701.53 5,860.08

TOTAL ASSETS 12,439.48 13,265.47

B EQUITY AND LIABILITIES

Equ ity Equity Share Capital 6,052.49 5,420.43

Other Equity 5,228 .60 2,435 .48

Total Equity II ,28 1.09 7,855.91

Non Current Liabi lities Financial Liabilities

Other Financial Liabilities 43.38 135 .8 1

Provisions 6 1.91 24.90

Other non current Liabilities 9.63 38.85

Tota l Non Current Liabilities 114.92 199.56

Current Liabilities Financial Liabil ities

Trade payables 318.47 711.78

Other Financial Liabilities 102 .9 1 148.73

Other Current Liabilities 20.56 32.60

Provisions 601.53 3,375.53

Liability directly associated with asset classified as held for sale . 941.36

Total Current liabilities I ,043.47 5,210.00

~

TOTAL- EQUITY AND LIABILITIES 46~~~ 13,265.47

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Page 11: Chartered Accountants Consolidated and Standalon… · Chartered Accountants Building No.1 0, 8th Floor, Tower-8 DLF Cyber City, Phase -II Gurugram -122 002, India Board of Directors

Spice Mobility limited CIN No.-L72900DL 1986PLC330369 Regd. Office: 622, 6th Floor, DLF Tower A, Jasola Distt Centre, New Delhi - 110025.1 Tel: 01 1 41251965 www.spicemobility.in I [email protected]

Date: May 17, 2018

Declaration pursuant to Regulation 33 (3)(d) of Listing Regulations, 2015

In compliance of the provisions of Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, we h ereby declare that M/s. B S R & Co., LLP, Chartered Accountan t, (Firm Regn. No. 10 1248W /W-100022), Statutory Auditors of the Company, have issued Audit Reports with Unmodified Opinion on the Annual Audited Financial Results (both Standalone as well as Consolidated) of the Company for the financial year ended on 31st March, 20 18.

For Spice Mobility Limited

Corp. Office: Spice Global Knowledge Park, 19A & 198, Sector-125, Noida-201 301, (U.P.) INDIA. Tel: +91 120 3355131